Data License Agreement

1. Definitions

For the purposes of this License:

• “Quark” means Quark LLC, a Delaware limited liability company, including its officers, employees, and affiliates.
• “Subscriber” means the individual or legal entity that purchases a subscription to any Quark product tier (Starter, Professional, Automated, Automated Plus, or Institutional) and is identified by the email address on the Stripe customer record.
• “Signal Data” means any data produced by Quark and made available to Subscriber under a subscription, including but not limited to: regime labels and scores, defensive-blend allocations, target portfolio weights, crash-probability values, signal-quality and freshness metrics, alpha-attribution decompositions, model portfolio historical performance, methodology documents, and research reports.
• “Signal Feed” means the API endpoints, webhook deliveries, email messages, and dashboard views through which Signal Data is delivered to Subscriber.
• “Tier” means the specific subscription level that Subscriber has purchased, as set out in the Quark pricing page at the time of purchase.
• “Derived Work” means any data, indicator, signal, portfolio, allocation, backtest, risk model, trade idea, newsletter item, or analytical output that is materially based on, computed from, or substantially derived from the Signal Data.
• “End Client” means a natural person or legal entity whose portfolio or assets Subscriber manages in a fiduciary or advisory capacity pursuant to a written investment advisory agreement.
• “Model Portfolio” means a portfolio of securities with published target weights that Subscriber tracks against real market prices for demonstration, reporting, or research purposes, but which does not involve Subscriber's real money or execution into real market orders.

2. Grant of License

Subject to Subscriber's full compliance with this License, the Terms of Service, and timely payment of all subscription fees, Quark grants Subscriber a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the term of the subscription to:

• Access the Signal Data at the frequency and volume permitted for Subscriber's Tier;
• Use the Signal Data for Subscriber's internal analysis and decision support;
• For Tiers that include an API (Automated and above), integrate the Signal Data into Subscriber's own proprietary systems for internal use, subject to the restrictions below;
• For Tiers that include auto-execution (Automated Plus and above), permit Quark to place orders in Subscriber's linked brokerage account in accordance with Subscriber's separate, explicit opt-in.

No other rights are granted. Any use not expressly permitted is prohibited. The license is granted only for the specific Tier Subscriber has purchased and for the specific legal entity named on the subscription record. Signal Data made available under a higher Tier is not licensed to Subscribers on a lower Tier.

3. Permitted Uses by Tier

The scope of permitted use varies by Tier. The table below is illustrative and does not expand the scope of the License beyond what is expressly granted in Section 2.

4. Restrictions and Prohibited Uses

Subscriber shall not, and shall not permit any third party to, directly or indirectly:

• Redistribute the Signal Data. No re-syndication, re-publication, re-sale, re-licensing, or other redistribution of the Signal Data, in whole or in part, in raw, aggregated, transformed, or sampled form, to any third party. Disclosure of a single number in a private advisory meeting with a bona-fide End Client is permitted; populating a public dashboard, newsletter, tweet, chat group, API, research product, or marketing piece is not.
• Create competing products. No use of the Signal Data to train, calibrate, benchmark, validate, or otherwise develop a product, service, index, signal, fund, ETF, ETN, structured note, or other financial instrument that competes with the Quark Signal Feed or any Quark subscription tier.
• Use for machine-learning training. No use of the Signal Data, in whole or in part, as training data, fine-tuning data, reinforcement-learning reward signal, or feature input for any machine-learning or statistical model whose output Subscriber or any third party monetizes, distributes, or uses in competition with Quark.
• Reverse-engineer the model. No attempt to derive, replicate, reconstruct, or approximate the methodology, algorithms, or parameters underlying the Signal Data by statistical analysis, triangulation, systematic probing of the API, or any other means. The Signal Data is the output of a proprietary modeling pipeline; the pipeline itself is not licensed.
• Scrape or harvest beyond the Tier quota. No use of automated tools to retrieve the Signal Data at a volume or frequency that exceeds the monthly quota or rate limit of Subscriber's Tier, or to circumvent any rate limit, quota, authentication, or access control.
• Share credentials. No sharing, transfer, sale, or disclosure of Subscriber's API key, session credentials, dashboard login, or webhook endpoint to any person outside the legal entity named on the subscription record. A single API key serves a single legal subscriber; a firm-wide license requires the Institutional Tier.
• Benchmark publicly. No publication of comparative performance claims against the Quark Signal Feed, model portfolios, or Quark-computed metrics in any paper, marketing piece, pitch deck, social post, or third-party data product without Quark's prior written consent.
• Misrepresent. No representation, directly or implicitly, that Subscriber's product, advisory service, or output is provided by, endorsed by, or affiliated with Quark beyond the actual scope of the subscription. Subscriber may state truthfully that it is a Quark subscriber; it may not state that it is a Quark partner, licensee in a broader sense, or co-developer.
• Combine with prohibited data sets. No combination of the Signal Data with data obtained in violation of third-party terms of service (for example, scraped market data in breach of exchange rules) in a way that exposes Quark to downstream liability.

5. Attribution

When Subscriber publishes an output, chart, or claim that references the Signal Data or any Quark-computed metric (for example, in an investment advisory report to an End Client, an academic paper, or an internal research note), Subscriber shall include a clear attribution such as: “Regime and allocation signals provided by Quark Research (quarkresearch.cc). Quark signals are informational and do not constitute investment advice.” Attribution is required only where the Signal Data is a material input to the output; it is not required for incidental internal use.

Quark grants no right to use the Quark name, logo, or trademarks beyond the plain-text attribution described above. Use of Quark branding in marketing, pitch decks, or product interfaces requires Quark's prior written consent.

6. Ownership and Reservation of Rights

The Signal Data, the Signal Feed, the methodology underlying them, all software, models, algorithms, documentation, and all improvements, modifications, and derivative works thereof are and remain the sole and exclusive property of Quark. This License grants Subscriber only the limited access rights described in Section 2; it does not transfer any ownership, title, or intellectual-property interest to Subscriber.

Quark reserves all rights not expressly granted in this License. In particular, Quark retains the right to use Subscriber-linked usage data (aggregate query volumes, latency measurements, error rates) for internal operational and product-development purposes, in each case consistent with the Privacy Policy.

7. Fees and Billing

Subscription fees are charged on a recurring monthly basis at the price listed for Subscriber's Tier at the time of subscription. Fees are billed in advance through Stripe and are non-refundable except as required by law. Quark may change the price of any Tier on thirty (30) days' notice, with the new price taking effect at Subscriber's next renewal. Subscriber's sole remedy for a price change is to cancel the subscription before the new price takes effect.

If payment fails and is not cured within the grace window described in the Terms of Service, Quark may suspend or terminate Subscriber's access to the Signal Feed. Access during a grace window does not constitute waiver of Quark's right to terminate for non-payment.

8. Term and Termination

This License takes effect on the date Subscriber first accesses the Signal Feed under a paid subscription and continues for successive one-month terms until terminated.

Termination by Subscriber. Subscriber may cancel the subscription at any time from the dashboard billing portal. The subscription remains active through the end of the current billing period, after which access is suspended and this License terminates.

Termination by Quark. Quark may terminate this License, suspend Subscriber's API key, or restrict access to the Signal Feed, with or without prior notice, if (i) Subscriber materially breaches this License, the Terms of Service, or any Quark policy incorporated by reference; (ii) payment fails and is not cured; (iii) Quark is required to do so by law, regulation, or order of a court or regulator; or (iv) Quark discontinues the relevant Tier or the Signal Feed generally, in which case Quark will refund any pre-paid fees for the unused portion of the then-current term.

Effect of Termination. Upon termination for any reason, Subscriber shall (a) cease all access to, and use of, the Signal Data; (b) delete all stored Signal Data in its possession, including cached API responses, historical time series, webhook payloads, and Signal-Data-containing reports, within thirty (30) days, except to the extent retention is required by applicable law or Subscriber's internal record-keeping obligations as a regulated investment advisor, in which case Subscriber shall continue to treat the Signal Data as confidential and shall not use it for any purpose other than the specific legal or regulatory purpose requiring retention; and (c) on request, certify in writing that it has complied with (a) and (b).

9. Audit and Access Logs

Quark logs API requests, webhook deliveries, and dashboard access events in the ordinary course of operating the Signal Feed. On reasonable suspicion of material breach (for example, access patterns consistent with credential sharing or resale), Quark may (i) inspect its own logs for the purpose of investigating the suspected breach and (ii) request in writing a reasonable explanation from Subscriber, which Subscriber shall provide within fifteen (15) business days. Quark has no right of on-site physical audit at Subscriber's premises.

If, after reasonable investigation, Quark has a good-faith belief that Subscriber is in material breach, Quark may suspend access pending resolution. Suspension during investigation is not a termination; resumption is automatic on resolution in Subscriber's favor.

11. Limitation of Liability

To the fullest extent permitted by law, in no event shall Quark be liable to Subscriber or to any third party for any lost profits, lost revenue, lost trading opportunity, lost savings, indirect, incidental, consequential, special, exemplary, or punitive damages arising out of or relating to this License, the Signal Data, or the Signal Feed, whether in contract, tort (including negligence), strict liability, or any other theory, even if Quark has been advised of the possibility of such damages.

Quark's aggregate liability to Subscriber under this License for any and all claims shall not exceed the total subscription fees actually paid by Subscriber to Quark in the twelve (12) months immediately preceding the claim.

These limitations apply notwithstanding the failure of essential purpose of any limited remedy.

12. Indemnification

Subscriber shall indemnify, defend, and hold harmless Quark, its officers, employees, and affiliates from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (i) Subscriber's breach of this License or the Terms of Service; (ii) Subscriber's redistribution, disclosure, or misuse of the Signal Data in violation of Section 4; (iii) any regulatory, civil, or criminal proceeding brought against Quark as a result of Subscriber's use of the Signal Data; or (iv) any claim by an End Client or counterparty of Subscriber arising from investment decisions informed in whole or in part by the Signal Data.

13. Confidentiality

The Signal Data is Quark's confidential information. Subscriber shall protect the Signal Data using the same degree of care it uses to protect its own confidential information of like kind, but in no event less than a reasonable standard of care. Subscriber shall restrict access to the Signal Data to its employees, officers, and contractors who (i) have a bona-fide need to know, (ii) are bound by written confidentiality obligations at least as protective as this Section, and (iii) are acting on behalf of the same legal entity that is the named Subscriber.

The confidentiality obligations in this Section survive termination of this License for a period of five (5) years.

14. Assignment and Change of Control

Subscriber may not assign, sublicense, or otherwise transfer this License, in whole or in part, without Quark's prior written consent. Any purported assignment in violation of this Section is void. For clarity, a change of control of Subscriber (merger, acquisition, sale of substantially all assets, or similar transaction) is deemed an assignment for the purposes of this Section. In the event of a change of control of Subscriber, Quark may at its option (i) continue the subscription on its existing terms, (ii) require the acquiring entity to execute a new subscription agreement, or (iii) terminate the subscription and refund any pre-paid fees for the unused portion of the then-current term.

Quark may assign this License to any successor in interest without Subscriber's consent, including in connection with a merger, acquisition, or sale of substantially all of Quark's assets.

15. Compliance with Laws

Subscriber shall use the Signal Data in compliance with all applicable laws, regulations, and exchange rules, including without limitation the securities laws of the United States and the jurisdictions in which Subscriber operates, the rules of any self-regulatory organization of which Subscriber is a member, and applicable data-protection and privacy laws. Subscriber shall not use the Signal Data in any manner that would subject Quark to regulatory registration or licensing obligations Quark has not chosen to assume.

16. Export Controls and Sanctions

Subscriber represents and warrants that (i) it is not located in, and is not a national or resident of, a country or jurisdiction subject to comprehensive United States sanctions; (ii) it is not on any United States or other applicable government list of prohibited or restricted parties; and (iii) it will not export, re-export, or transfer the Signal Data, directly or indirectly, to any such country, jurisdiction, or party.

17. Governing Law and Venue

This License is governed by, and shall be construed in accordance with, the laws of the State of Delaware, United States, without regard to its conflict-of-laws principles. The state and federal courts located in the State of Delaware shall have exclusive jurisdiction over any dispute arising out of or relating to this License, except that Quark may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual-property rights in the Signal Data.

18. Modifications

Quark may modify this License from time to time by posting a revised version at quarkresearch.cc/data_license and updating the “Last Updated” date above. Continued use of the Signal Feed after the effective date of a revised License constitutes acceptance of the revised License. If Subscriber does not accept a revision, Subscriber's sole remedy is to cancel the subscription before the revision takes effect.

For material changes that reduce Subscriber's rights or expand Subscriber's obligations, Quark will provide at least thirty (30) days' advance notice by email to the address on the subscription record.

19. General Provisions

19.1 Entire Agreement

This License, together with the Terms of Service, the Privacy Policy, and the SLA, constitutes the entire agreement between Subscriber and Quark concerning the Signal Data and supersedes all prior or contemporaneous understandings on that subject matter.

19.2 Severability

If any provision of this License is held invalid or unenforceable, that provision shall be severed or narrowed to the minimum extent necessary, and the remaining provisions shall continue in full force and effect.

19.3 Waiver

No waiver of any provision of this License is effective unless in writing signed by Quark. A delay or failure to enforce any provision is not a waiver of future enforcement.

19.4 Survival

Sections 4 (Restrictions and Prohibited Uses), 6 (Ownership), 8 (Effect of Termination), 10 (Disclaimers), 11 (Limitation of Liability), 12 (Indemnification), 13 (Confidentiality), 17 (Governing Law), and this Section 19 survive termination of this License.

19.5 Force Majeure

Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, pandemic, government action, internet failure, or failure of third-party service providers.

20. Contact

For questions about this License or to request a written enterprise-tier agreement:

Quark LLC
Email: contact@quarkresearch.cc
Website: https://quarkresearch.cc